The Mimic is back, after a freak explosion in the science lab, Carl Rankin has his memories back. Meanwhile, the team is relieved to hear that Warren will recover from his injuries in battle with Kukulcan. But not too far away a new evil works to exact revenge on all super heroes. The X-Men go out to openly recruit new members but are turned down by everyone (including Spider-Man) until they run into Cal Rankin, who joins the team but is soon taken over by the Puppet Master. But the X-Men strike out to stop the Puppet Master as his control over the Mimic is broken as the Puppet Master escapes.